16-10a-705 - Notice of meeting. - Utah Statutes

16-10a-705. Notice of meeting.
(1) A corporation shall give notice to shareholders of the date, time, and place of eachannual and special shareholders' meeting no fewer than 10 nor more than 60 days before themeeting date. Unless this chapter or the articles of incorporation require otherwise, thecorporation is required to give notice only to shareholders entitled to vote at the meeting.
(2) Unless this chapter or the articles of incorporation require otherwise, notice of anannual meeting need not include a description of the purpose or purposes for which the meetingis called.
(3) Notice of a special meeting shall include a description of the purpose or purposes forwhich the meeting is called.
(4) (a) Subject to Subsection (4)(b), unless the bylaws require otherwise, if an annual orspecial shareholders' meeting is adjourned to a different date, time, or place, notice need not begiven of the new date, time, or place if the new date, time, or place is announced at the meetingbefore adjournment.
(b) If the adjournment is for more than 30 days, or if after the adjournment a new recorddate for the adjourned meeting is or shall be fixed under Section 16-10a-707, notice of theadjourned meeting shall be given pursuant to the requirements of this section to shareholders ofrecord who are entitled to vote at the meeting.
(5) (a) Notwithstanding a requirement that notice be given under any provision of thischapter, the articles of incorporation, or bylaws of any corporation, notice is not required to begiven to any shareholder to whom:
(i) a notice of two consecutive annual meetings, and all notices of meetings or of thetaking of action by written consent without a meeting during the period between the twoconsecutive annual meetings, have been mailed, addressed to the shareholder at the shareholder'saddress as shown on the records of the corporation, and have been returned undeliverable; or
(ii) at least two payments, if sent by first class mail, of dividends or interest on securitiesduring a 12 month period, have been mailed, addressed to the shareholder at the shareholder'saddress as shown on the records of the corporation, and have been returned undeliverable.
(b) Any action taken or meeting held without notice to a shareholder to whom notice isexcused under Subsection (5) has the same force and effect as if notice had been duly given. If ashareholder to whom notice is excused under Subsection (5) delivers to the corporation a writtennotice setting forth the shareholder's current address, or if another address for the shareholder isotherwise made known to the corporation, the requirement that notice be given to the shareholderis reinstated. In the event that the action taken by the corporation requires the filing of acertificate under any provision of this chapter, the certificate need not state that notice was notgiven to shareholders to whom notice was not required pursuant to this Subsection (5).

Amended by Chapter 324, 2010 General Session
Amended by Chapter 378, 2010 General Session